Stargazing
by deep-in-the-woods
Summary: Marlene teaches Kowalski how to stargaze the right way. Renamed and edited for just a two-shot of Marski.
1. Meeting Herman

A/N: I've been so busy lately with my work that I've been putting off my other fic. I think one shots are better suited right now for me since I've been doing nothing but sleeping whenever I can get a break from work. Depending on how the feedback is on this one, I'll probably continue it. I'd like to stick with just the one pairing, but maybe I can just do a series of one shots of different pairings. It'll be longer that way at least. Dunno, I'll see how it goes. I'll most likely have slash pairings, just so you know. As always, enjoy and review!

**DISCLAIMER:** I don't own The Penguins of Madagascar.

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Marlene blinked open her eyes and let out a deep yawn. It took a few moments for her sleepy mind to catch onto why she was awoken from her dreams in the first place. A scraping sound was coming from the roof of her cave, like something metallic being drug across the surface of the rock. She gave her head a sleepy shake, as if to shake off the very fingers of the half remembered dreams that dug in her ears. She swept her eyes up to the ceiling when the scraping came to an abrupt stop above her head.

Marlene slid off her bed, wide awake now and searched her cave till she found her flashlight. She couldn't help but be reminded of otter-napping rats and monsters wailing in the darkness. Her paws shook as she gripped the comforting weight of the flashlight in her paw and switched it on. Her thoughts flashed to Skipper for a moment, thinking about calling him over but thought better of it. She could handle what ever it was that was scraping along her roof. Marlene wasn't in the mood to play the damsel in distress this time just to have Skipper bail her out. It made her feel silly and she couldn't stand how every time she ended up doing the same thing it was only proving Skipper's point about how naive and helpless she was.

"It could be nothing," Marlene whispered into the surrounding darkness. "Just stay cool..."

She crept out of her cave and kept her flashlight low so to not give herself away. It was a clear night, not a single cloud in the sky. Splashes of stars shown weakly through the smog of the city, twinkling at her and putting her at ease for a moment. Marlene took a calming breath as she turned off the light, steadying her nerves and climbed up the rock face of her cave. She'll take a look, just to make sure that there was nothing amiss and go back to bed. If there _was_ anything up there, she took comfort in the fact that the flashlight was heavy and that with one good swing, her problem would be solved. Simple as that. No need to call Skipper to come take care of her. She was a big girl after all.

Shuffling steps came to her ears as she climbed making her doubt herself for a moment. Someone was definitely there alright. The scratching of a pencil on paper could barely be heard over the distant traffic and the symphony of crickets singing sleepily from the park around them. Marlene took one last breath, reading herself to just bolt and bash before she was seen by the intruder. If it was that rat again, she wasn't going to give up without a fight this time.

She pulled herself up over the lip of the cave and scrambled up as fast as she could, flashlight raised as if to knock a home run straight out of the park before she recognized who it was that had woken her. It was just Kowalski, looking through a telescope that the team had pilfered from some likely unsuspecting human in the park. Marlene let out the breath that she had been holding, taking in a relieved gulp of air to slow the adrenaline that had taken over her.

Just what would drive Kowalski to get on the roof of her cave in the middle of the night without warning her about him? The team couldn't just leave it to walking in her place without knocking and invading her privacy. They had to wake her in the middle of the night as well, scaring he heck out of her with creepy scraping noises. Annoyance flared in her as she rolled her eyes and switched on the flash light, ready to chew him out for waking her.

"Kowalski!" She barked, giving over to a snicker as Kowalski gave out a jump and poked himself in the eye with the telescope.

"Oh, hello Marlene," Kowalski looked over his shoulder at her, rubbing at the offending eye. "What are you doing up so late?"

"_You_ woke me up," Marlene huffed, striking the glare of the flash light in his face moodily. "Just what are you doing on my roof at this hour?"

"Stargazing," Kowalski said bluntly, reminding Marlene of the obvious with a raise of a brow and turning back to the telescope. "I've been waiting for a clear night to see a few that interest me."

"Couldn't you do this like somewhere _else_?" Marlene asked as she walked over to get his attention at his shoulder. "Like maybe Julien's place? He has a nice view."

"Yes but unfortunately Julien's there and I wish to take observations with him as far away as possible," Kowalski mumbled as he put down the telescope to regard her. "I didn't intend to disturb you so I'll just be on my way."

Marlene sighed inwardly. Even though he should have asked her for permission in the first place, he wasn't doing any harm. Kowalski never made a lick of sense to her with all his science talk, but Marlene was sure to feel bad if it would take ages to have another night to see the stars so clearly. She decided it wouldn't be so bad to let him use her roof just for this _one_ night.

"'S okay you can stay," she smiled weakly at him, catching his eyes in the moonlight. "I'm wide awake now anyway. Might as well enjoy them too."

"Thank you Marlene," Kowalski gave her a brief smile before looking back into the lens. "I owe you another one."

"I'll just keep piling them up," Marlene sat down and stretched out on the rough floor to get a better view of the sky. "I might cash them in when you least expect it for a really big favor."

If there was one thing that she missed about her old zoo, it was the view of the stars at night. They seemed to hang so low in the sky, as if she could stand on the tips of her toes and run her paws right through them if she tried hard enough. Her old zoo wasn't smack dab in the middle of the city where the lights and smog would dim the stars, but near the bay so that she could hear the sound of the ocean if she listened carefully. Marlene loved the new friends she's made and New York was beautiful, but in a city where you could barely see the sky among all the buildings made her miss the stars dearly.

They spent a few moments in companionable silence broken every so often by the squeak of the telescope as Kowalski adjusted the lens or the scratching of his pencil against his clipboard. Marlene's eyes dragged across the skies, settling on Kowalski's profile as he scribbled away. Even though Kowalski comes up with some real cool gadgets Marlene couldn't help but feel that science takes away the beauty of the stars. What good was starring at them through a lens? Laying back on the ground makes it much more intimate, as if you have your own personal blanket of stars wrapping you up.

"What makes stars twinkle?" Marlene broke the silence, watching him curiously as he adjusted the telescope again.

"They twinkle because of the light they give out travel through the earth's atmosphere, riding out turbulence as it shines our way," Kowalski looked down at her for a moment before looking through the lens again. "Imagine talking into a fan; the light gets chopped up, mixing up the image so that it _looks_ like it's twinkling."

"I used to think they were wishes being sent up to them," Marlene sighed, regretting her question. "When you put it like _that_, it doesn't feel so magical any more."

"Stars are mere globs of gas atoms," Kowalski mumbled though the scope. "But that doesn't stop me from truly _feeling_ them. Maybe I see into them more than you do..."

Marlene chewed this over as he scribbled away again on his clipboard. She could see his point, but it was still hard to look at it from his perspective. Breaking everything down to it's element, analyzing and categorizing just to put a name to something makes it just sound much more complicated than what it truly was. She held back a yawn as she threw out her arms to cushion her head. At the rate Kowalski's going, it looked like he was just getting started on his observations.

"Would you care to take a look?" Kowalski said suddenly, looking down at her again. "I believe you could appreciate the science to it if you looked at the one I'm studying now."

Marlene doubted that. She'd rather keep on believing that wishes floated up towards the heavens to come true. She was about to tell him just that until she caught his soft smile in the moonlight. He looked much too excited to be sharing his passion with someone for her to shoot his offer down. Might as well take a look and humor him. It wasn't every night that the stars shined so brightly down on their zoo.

"Okay," Marlene got up, placing the flashlight on end and peered into the telescope. "Which one are you looking at here?"

"Let me adjust it," Kowalski's breath hit her ear as he leaned past her shoulder, throwing out a flipper as he fiddled with a dial. "There..."

Marlene squinted, watching the lens come into focus on a red star amid dozens of white ones. She stepped back for a moment, nearly backing into Kowalski at her shoulder to pick it out of the skies before looking back into the lens. It looked almost unreal, everything looked so sharp and spaced out against the black expanse. It no longer looked like it was twinkling but just hanging there, like a glistening ruby raindrop on a spiders thread.

"This feels like I'm spying on them," Marlene whispered with a smile tugging at her lips. Somewhere off to her left she heard Kowalski's soft chuckle. It nearly spooked her, being that she couldn't remember a time she had ever heard him laugh.

"That is HE 1523-0901 you're spying on," Kowalski informed her with the sound of a smile still on his beak. "It is presumed to be the oldest star in the universe so far."

"What kind of a name is HE 1523-0901?" Marlene squinted one-eyed at him and caught him looking at her.

"I suppose astronomers would eventually run out of regular names being that there are billions of stars," Kowalski said with a raised brow.

Smart ass. There was nothing beautiful about naming stars after numbers. It just didn't do it justice. Leave it to scientists to name something so hard to use in regular speech.

"What would _you_ name it?" Kowalski said curiously after a short pause, interrupting her focus on the gem like star again.

"It looks like a...." Marlene looked over at him, debating over a name.

It was such a strange feeling to think she could name her own star. She was mostly surprised that Kowalski was taking light of such of thing. It was almost sweet in a way if the subject wasn't so silly. She couldn't think of anything remotely interesting or beautiful to name something that shone down upon them with such fiery grace. Marlene could understand now why astronomers would give it up as a bad job and just name the stars numbers instead. She stared down the star and gave it some careful consideration, trying to put a name to it.

"He..." Marlene cleared her voice for dramatic effect and stepped away to regard Kowalski seriously.

"_He_?" Kowalski's smirk flashed at her in the dim light from the flashlight over his clipboard.

"Yes _he_," Marlene tried to contain a grin that threatened to break her serious look. "He looks like a... Herman."

"_'Herman'_?" Kowalski gave her a raised brow with a look that plainly questioned her sanity if it weren't for the fact that he was smiling at her.

"Something wrong with the name 'Herman'?" Marlene crossed her arms, regarding him with her best poker face, which wasn't by any means much.

"Negative," Kowalski brought up his clipboard in the light and ran his pencil across the page as if crossing something out. "HE 1523-0901 is now newly christened, 'Herman'."

"Let's get to know Herman the way _I_ stargaze," Marlene pushed down the telescope and took a few steps back to lay herself down on the rock again. "Lay down and do it the old fashioned way."

"I think I've intruded on you and Herman enough for one night," Kowalski sighed, shifting through his notes. "I've already garnered the information I came here to get. I don't want to keep you from your sleep."

Sleep. That's right. It was the whole reason why she had come up onto her roof in the first place. She knew she was going to be sleepy in the morning, maybe even late for breakfast, but she didn't feel a bit tired. Strangely enough, Kowalski was pleasant to talk to. He _could_ be very literal, but he sure had nothing on Fred. Even though she and Kowalski had different views on how to stargaze, it wasn't anything compared to the differences between her and Skipper. It almost blows her mind on how much they fuss over the most simplest of things. It was refreshing to talk to someone that took her seriously, even when she was being silly.

"I did it your way, now do it my way," Marlene patted the ground next to her. "Consider this one of those favors I'm cashing in."

Kowalski looked over his clipboard at her, eyes flashing an arctic icy blue in the dim light. He looked over in the direction of the HQ for a moment as if debating with himself over wanting to stay or not. Marlene just smiled sweetly when he caught her gaze with a small smile. Her smile faltered as he instead turned to take apart the telescope, folding up the legs and dragging it to the edge of the platform. If he thinks he can get out of paying her back for a favor, he's got another thing coming. It had meant she had stayed up all this time for nothing.

"Show me how you stargaze," Kowalski set down his clipboard near the telescope and made his way back to her to lay down. "Perhaps I'll learn a new thing or two about Herman."

"Well... you see," Marlene reached out her paw like he used to do and traced out Herman in the sky. "Herman thinks that his neighb--"

"Number DN3390– "

"_**Danny**_, is a total slob," Marlene looked over at Kowalski's low chuckles with a mock look of shock on her face as he dared to laugh at the solid evidence against Danny. "Maybe you need to clean the lens of your telescope Kowalski, because I can see the mess in his room clear as day."

"I'll make a note of that," Kowalski smiled softly at the night sky.

It was definitely the good kind of strange company. Be it stars named Herman or penguin scientists, they sure did make for the kind of pointless conversation that one can only ever make in the middle of the night. Marlene sure was glad that she decided to come up here after all.

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A/N: You've probably noticed that night time is a usual theme in my stories. Can't help it, since I work nights. It's like my day you see. I might continue it on the next chapter in Kowalski's point of view depending on feedback, or just leave it at that. Or just do another pairing if y'all like. * shrugs * If I do multiple pairings, I'm going to warn ya that I'm going to do some weird kinds. I just get bored and my mind kinda wonders.... :) PLEASE REVIEW!!


	2. Metting Ella

A/N: Okay, decided to make this a two-shot of this pairing after all. Hope you all like! As always enjoy and review!

Disclaimer: The usual.

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"That one right there is my wishing star," Marlene pointed up to the heavens, the glow from her flashlight gave her eyes an amber sheen in the darkness.

Kowalski had to look away before she'd catch him starring again. Since she had come up, the stars just weren't so interesting as before in her presence. They seemed to dim in comparison to the twinkle of her eyes or the shine of her smile. He was surprised they had been talking so long since usually he balks at having any sort of conversation with her at all. Talking about science was making it easier, taking the edge off his nerves and his mind off Skipper if he were to get up in the middle of the night and notice his empty bunk. It wasn't something he was looking forward to explaining if he were to find him frowning over his coffee mug in the morning.

"That's Sirius," Kowalski managed out, trying to get his mind back on the stars and off of Marlene laying so close to him. "There are actually two, a smaller one just behind it."

"What's the other one called?" Marlene shifted, her paw just touching his as she stretched against the floor.

"Sirius B," Kowalski couldn't help it anymore, he flashed her a look as she snorted with laughter next to him. "What's so funny? Sirius is the brightest star in the sky and it has a _proper_ name."

"It's just so unimaginative calling it Sirius 'B'," Marlene's laughter died down with a sigh. "I would have called it..._her_... Ella. She could be Sirius's lover. It would be so romantic if he shines so brightly because she shines with him."

"Stars are made out of hydrogen and helium," Kowalski mumbled back. "They're constantly undergoing a nuclear reaction. I don't find that to have anything remarkably romantic about it."

"C'mon are you even _looking_ at it?" Marlene nudged him at his shoulder, bringing him to look at her finally again. "I mean, what can be more romantic than looking at stars? Look at it this way; two lovers in the sky, shining their love out for each other across the universe... while two lovers below are looking up at their beauty. It's so romantic, like what a poet would write."

"Poets never write to be understood Marlene," Kowalski said softly, watching the arch of her brow raise. "They could say that the universe is in... a _puddle_! I see the universe as well, except scientifically. I see the water as it evaporates into the air, the distillation of the mud beneath it, the organisms that live in there, the origins of stars themselves in the earth's rocks. I divide those things into physics, geology, biology, astronomy and find beauty. But I'd much rather find beauty in the answers because only then can you see how simply ingenious it is.... or just make a big splash. In the end it matters little because a puddle is _still_ a puddle."

Kowalski watched her face in the dim light, the way her brows furrowed together, her whiskers dropping. He couldn't help but get nervous about his remark. Thinking back on it, it only proved how emotionless science can be in it's need to explain everything. Science could breakdown the formula to attraction and love itself, making it out to be something out of a text book and not about the strong bond two people can share. Kowalski wasn't romantic by any means, but it having Marlene look at him that way irked him for some reason.

"Perhaps you're ri--"

"Very poetically put," Marlene nudged his shoulder again with a soft smile. "Didn't figure you could put science so romantically. I bet it's just a show, huh? Deep down you must be a hopeless romantic like Sirius and Ella."

"I believe _you_ and Private are the ones that carry around a pair of rose colored glasses," Kowalski nudged back with a smile. "I just wear the dorky ones with thick lenses."

"'Rose colored glasses'?" Marlene sat up then, gracing him with another smile. "And what's wrong with looking at things through my hot pink, heart shaped shades?"

"Besides Officer X not agreeing with your choice of eye wear," Kowalski chuckled, sitting up as well. "Rose colored glasses can set unreachable standards with unreali--"

"So a girl can't be serenaded by spanish guitars while chowing down on some clams?" Marlene gave a snort of laughter that Kowalski couldn't help but love the sound of. "A girl can't have enough high standards you know. What's wrong with that?"

Kowalski frowned down at his flippers as he thought over his response. The kind of standards Marlene was setting wasn't something he could do. Private was more suited to it. Kowalski had even heard Skipper say cheesy things or go out of his way to romance the girl of his dreams. Rico... well... he'd take his doll out for a joy ride every so often and would sing to her while he brushed her hair out. That was just about as far as romantic was with Rico. Kowalski himself wasn't even the sort to often think about the subject of how to go about flirting and wooing.

Kowalski was no Casanova; he could barely say he knew the technique of kissing. He could hardly carry a conversation with a girl that didn't involve science in a way. It wasn't that romance didn't effect him, if only that was the case. Kowalski could perfectly feel the rush of his heart fluttering against his chest or the dreamy feeling he'd get when something other than science would cloud his thoughts. They were usually the thoughts of chocolate eyes that shone like amber in the starlight and snort like giggles that would make him smile even when they were directed to someone else.

"Well?" Marlene's voice cut through his thoughts, making him drop his flippers and look at her finally.

"I have flippers," Kowalski shrugged back automatically. "I can't play spanish guitar for you even if I wanted to."

There was a short silence as he caught the look of surprise flash across her face. He looked away when it became apparent that he had made a fool out of himself. Kowalski had no idea what had come over him to say something that was so suggestive. It was just one of those things that would come and go when she was in his presence. She made it hard for him to articulate sometimes with the way she carried herself. It was mostly the reason why he didn't often speak to her. Marlene had a way of brightening a room with her easy going attitude or when she would smile it would be like star falling across the night skies. It made his common sense go straight out the door without checking in with him.

"Will you look at the time?" Kowalski mumbled down to his nonexistent watch on his flipper and stood up, stretching himself out. "I've got to get some sleep. I've got an early morning as usual."

"S-sure, I guess..." Marlene mumbled back and didn't bother to get up but he could feel her eyes following him every step of the way as he picked up his telescope.

"Thank you again for letting me use your roof," Kowalski tied up the legs to the telescope, not bothering to catch her eyes again because if he did, he might now want to leave. "The stars have never been so entertaining with the way to you put it."

"Kowalski," Marlene's voice made him look up, the sound of his name off her lips catching him off guard. "You know... I've got a perfectly good stereo down in my cave with a few spanish guitars on tape we could listen to. You don't have to play..."

Kowalski froze, his heart giving a tug against his chest as he dropped his telescope with clang. It didn't much matter because if his heart could give out any sort of sound, it'd be clanging as well with the speed it was going. If Kowalski didn't know any better, it sounded like Marlene was lowering her standards. He tried to look at it scientifically to have it make sense in his head. M+K+clams+spanish guitars would most likely equal a very lovely evening and a shot at some of the romance that Marlene kept going on about. The only problem was trying to fit in the guts to go with it in that equation.

Why not? Why not just turn off the thinker and sit back to enjoy himself? Scientists were, if anything, opportunists. The skies were perfect this evening for stargazing, therefore Kowalski had decided to take out the telescope to make a few observations. Marlene was asleep, and therefore Kowalski wasn't bothered to wait to ask for her permission. Marlene had offered to teach him how to look at the stars in her perspective and instead of dragging his feet back to the HQ, he had took her up on her offer to spend a few stolen moments of her company.

"Will you tell me more about Sirius and Ella?" Kowalski smiled up at her, leaving his clipboard forgotten on the ground.

"They were two star crossed lovers," Marlene whispered in the moonlight as she clicked off her flashlight. "Ella had always dreamed to find her perfect match, but had never found her special someone. Sirius was a scholar and never even thought he'd find anyone since he was so busy with work..."

"I'd like to hear the rest over a midnight snack of clams," Kowalski gave out his best smile, trying not to let on how nervous he was as he held out his flipper in the darkness to her.

"Ah, but you know the rest," Marlene's paw clasped his flipper, squeezing gently as she smiled back. "They met each other one summer's night and hung out under the stars talking about how messy Danny was. They became good friends after having some clams.... and fell in love soon after so they weren't so star crossed anymore."

"I like the sound of that story," Kowalski whispered back, watching how her eyes sparkled in the moonlight like so many wishes reaching the heavens to come true. "I can't wait for the end of it."

"We'll see after some clams and guitars," Marlene gave his flipper a tug and lead him down the side of her cave.

It was beautiful; the stars how they shined down when the best conditions called for it. Be it rose colored glasses or poetry about puddles, they seemed to shine all the brighter when you had your own star making a nuclear reaction right next to you. It was worth loosing sleep over and one of the best opportunities that Kowalski had ever taken in his life. Sirius pales in comparison to the glow that was radiating off of Marlene as she led him down for a midnight snack. Kowalski couldn't help but be glad that he had woken her up in the middle of the night after all.

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A/N: Thanks again for reading!!


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